ARTICLE I
General

Section 1: Name
This organization is incorporated under the laws of the state of Utah and shall be known as the Payson Area Chamber of Commerce Incorporated.

Section 2: Purpose
The Payson Area Chamber of commerce is organized to advance the general welfare and prosperity of the Payson Area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial and educational interests of the area. In addition, the chambers focus will be on creating effective community/government/business relationships.

Section 3: Area
The Payson Area or Payson economic region shall mean to include the cities (or communities) of: Payson, Elk Ridge, and any unincorporated communities of South Utah County surrounding the city of Payson.

Section 4: Limitation of Methods
The Payson Area Chamber of Commerce shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501©(6) of the Internal Revenue Code.

ARTICLE II
Membership

Section 1: Eligibility
Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership.

Section 2: Election (How application is made, received, approved)
Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Election of members shall be by the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.


Section 3: Investments
Membership investments shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable in advance.

Section 4: Termination (Resignation, expulsion and delinquency.)
a) Any Member may resign from the chamber upon written request to the Board of Directors;
b) Any member shall be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after ninety (90) days from the date due, unless otherwise extended for good cause;
c) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.

Section 5: Voting
In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one (1) vote.

Section 6: Exercise of Privileges (Assignment of membership within subscription and any limitations.)
Any firm, association, corporation, partnership, or estate holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice.

Section 7: Honorary Membership
Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.

ARTICLE III
Meetings

Section 1: The Annual Meeting
The annual meeting of the corporation, in compliance with State law, shall be held during the first quarter of each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed or e-mailed to each member at least ten (10) days before said meeting.
Section 2: Additional Meetings (General membership, Board and committee meetings)
General meetings of the chamber may be called by the President at any time, or upon petition in writing of any twenty five (25) members in good standing:
a) Notice of special meetings shall be mailed or e-mailed to each member at least five (5) days prior to such meetings.
b) Board meetings may be called by the President or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each director at least one (1) day prior to said meeting.
c) Committee meetings may be called at any time by the President, respective department vice president, or by the committee’s chairman.


Section 3: Quorums
At any duly called general meeting of the chamber, 25% of members shall constitute a quorum; at a Board meeting, a majority of directors present shall constitute a quorum; at committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members. In that case, five (5) shall constitute a quorum.

Section 4: Notices, Agenda, Minutes
Written notice of all chamber meetings must be given at least five (5) days in advance unless otherwise stated. An advance agenda and minutes must be prepared for all meetings.

ARTICLE IV
Board of Directors

Section 1: Composition of the Board
The Board of Directors, shall be composed of seven (7) members, two (2) of whom shall be elected each year to serve three (3) years, or until their successors are elected and have qualified. One member shall be appointed by the city of Payson for an unspecified term, and shall be approved in advance by a majority of the existing Board members. The President shall serve as a member of the board for a two-year term. The immediate Past President shall serve as a member for one year and shall be replaced by the President Elect for a one year term in the second year of the current Presidents two-year term. The Executive Director shall serve as an ex-officio member of the Board, with no voting rights.

The government and policy-making responsibilities of the chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.

Section 2: Selection and Election of Directors
A. Nominating Committee. At the regular October Board meeting, the President shall appoint, all board members in attendance to serve as, a Nominating Committee of the Chamber. The President shall serve as the chairperson of the committee. Prior to November 1, the Nominating Committee shall present to the Executive Director a slate of two (2) candidates to serve three-year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of directorship. No Board member who has served two consecutive three-year terms is eligible for election for a third term. A period of one (1) year must elapse before eligibility is restored.
B. Publicity of Nominations. Upon receipt of the report of the Nominating Committee, the Executive Director shall immediately notify the membership by mail or e-mail of the names of persons nominated as candidates for directors and the right of petition.
C. Nominations by Petition. Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least twenty-five (25) qualified members of the chamber. Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of t hose nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
D. Determination. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of two (2) candidates shall be declared elected by the Board of Directors at their regular December Board meeting. If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for two (2) candidates only. The Executive Director shall mail this ballot to all active members at least 15 days before the regular December Board meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the chamber office within ten days. The Board of Directors shall at its regular December Board meeting declare the two (2) candidates with the greatest number of votes elected.

Section 3: Seating of New Directors
All newly-elected and appointed Board members shall be seated at the regular January Board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the program year.

Section 4: Vacancies
A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.
Vacancies on the Board of Directors or among the officers, shall be filled by the Board of Directors by a majority vote.

Section 5: Policy (Statements of position on issues)
The Board of Directors is responsible for establishing procedure and formulating policy of the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a policy manual, to be reviews annually and revised as necessary.

Section 6: Management
The Board of Directors shall employ and Executive Director and shall fix the salary and other considerations of employment.

Section 7: Indemnification
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the chamber of any and all current or former officers, directors and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been officers, directors or employees of the chamber, except in relation to matters as to which such individuals shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability or negligence or misconduct.

ARTILCE V
Officers

Section 1: Determination of Officers
The Board of Directors at its regular January meeting, shall reorganize for the coming year. At this meeting, the Board shall nominate and elect the President, President-elect, as many vice presidents as is deemed necessary to conduct the activities of the chamber, and the treasure. Officers will be elected from the members of the new Board. All officers shall take office upon election and serve for a term of one (1) year or until their successors assume the duties of office. They shall be voting members of the Board of Directors.

Section 2: Duties of Officers
A. President The President shall serve as the chief elected officer of the chamber of commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee. The President shall, with the advice and counsel of the Executive Director assign vice presidents to divisional or departmental responsibility, subject to Board of Directors approval. The President shall, with advice and counsel of vice-presidents and the Executive Director, determine all committees, select all committee chairmen, assist in the selection of committee personnel, subject to approval of the Board of Directors.

B. President-Elect. The President-elect shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President.

C. Vice Presidents. The duties of the vice presidents shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the President and Board of Directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.

D. Treasurer. The treasurer shall be responsible for the safeguarding of all funds received by the chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Board of Directors. Checks are to be signed by the treasurer and the President, or, in the absence of either or both, by any two officers. The treasurer shall serve as chair of the Finance Committee and shall cause a monthly financial report to be made to the Board.

E. Executive Director. The Executive Director shall be the chief administrative and executive officer. The Executive Director shall serve as secretary to the Board of Directors, and cause to be prepared notices, agendas and minutes of meetings of the Board. The Executive Director shall serve as advisor to the President and Program of Work Committee on program planning, and shall assemble information and data and cause to be prepared special reports as directed by the program of the chamber. The Executive Director shall be a non-voting member of the Board of Directors, the Executive Committee and all committees. The Executive Director shall be responsible for hiring, discharging, directing and supervising any additional employees. With the cooperation of the Finance Committee, the Executive Director shall be responsible for the preparation of an operating budget covering all activities of the chamber, subject to approval of the Board of Directors. The Executive Director shall also be responsible for all expenditure with the approved budget allocations.

Section 3: Executive Committee
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. It shall be composed of the President, Past President, President-elect, treasurer and the Executive Director. The President will serve as chairperson of the Executive Committee.


Section 4: Indemnification
The chamber may, be resolution of the Board of Directors, provide for indemnification by the chamber of any and all of its officers or former officers as spelled out in Article IV, Section 7 of these bylaws.

ARTICLE VI
Committees and Divisions

Section 1: Appointment and Authority
The President, bay and with the approval of the Board of Directors, shall appoint all committees and committee chairpersons. The President may appoint such ad hoc committees and their chairpersons as deemed necessary to carry out the program of the chamber. Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President, unless a different term is approved by the Board of Directors.
It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.

Section 2: Limitation of Authority
No action by any member, committee, division, employee, director or officer shall be binding upon, or constitute an expression of, the policy of the chamber until it shall have been approved or ratified by the Board of Directors.
Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees.

Section 3: Testimony
Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee chair or, in their absence, whom they designate as being familiar enough with the issue, to give testimony to, or make presentations before, civic and governmental agencies.

ARTICLE VII
Finances

Section 1: Funds
All money paid to the chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in a reserve account.

Section 2: Disbursements
Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement shall be by check.

Section 3: Fiscal Year
The fiscal year of the chamber shall close on June 30.

Section 4: Budget
As soon as possible after election of the new Board of Directors and officers, the Finance Committee shall adopt the budget for the coming fiscal year and submit it to the Board of Directors for approval.

Section 5: Annual Audit
The accounts of the chamber of commerce shall be reviewed annually as of the close of business on June 30 by a public accountant. The review shall at all times be available to members of the organization within the offices of the chamber.

Section 6: Bonding
The Executive Vice President and such other officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the chamber.

ARTICLE X
Amendments

Section 1: Procedure
The chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the chamber. On dissolution of the chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors as defined in IRS Section 501 © (6).
ARTICLE IX

Section1: Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the charter or bylaws of the chamber.

ARTICLE X
Amendments
Section 1: Revisions
These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing, at least ten (10) days in advance of the meeting at which they are to be acted upon.

Adopted:
Amended: